What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-05 compared with 2025-03-05 · 276 added, 285 removed, 374 unchanged (60% of the section changed)

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Our portfolio is comprised of traditional office properties, as well as governmental, medical office, flex/laboratory and R&D and flex/industrial properties.

On March 5, 2025, we changed our name from Orion Office REIT Inc.

to Orion Properties Inc.

to better describe our broader investment strategy to shift our portfolio concentration over time away from traditional office properties, towards more dedicated use assets that have an office component.

We define dedicated use assets as those that include a substantial specialized use component such as government, medical, laboratory and research and development, and flex operations, and would therefore not be considered traditional office properties.

As part of our investment strategy, we intend to shift our portfolio concentration over time away from traditional office properties, towards more dedicated use assets with specialized uses that include an office component.

The Company was initially formed as a wholly owned subsidiary of Realty Income Corporation (“Realty Income”).

Following completion of the merger transaction involving Realty Income and VEREIT, Inc.

(“VEREIT”) on November 1, 2021, Realty Income contributed the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income, and certain office real properties and related assets previously owned by subsidiaries of VEREIT (the “Separation”), to the Company and its operating partnership, Orion Properties LP (“Orion OP”), and on November 12, 2021, effected a special distribution to its stockholders of all the outstanding shares of common stock of the Company (the “Distribution”).

Following the Distribution, we became an independent and publicly traded company, and our common stock, par value $0.001, trades on the New York Stock Exchange (the “NYSE”) under the symbol “ONL.” The Company has elected to be taxed as a REIT for U.S.

(“VEREIT”) on November 1, 2021, Realty Income contributed the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income, and certain office real properties and related assets previously owned by subsidiaries of VEREIT (the “Separation”), to the Company and its operating partnership, Orion Properties LP (“Orion OP”), and on November 12, 2021, effected a special distribution to Realty Income’s stockholders of all the outstanding shares of common stock of the Company (the “Distribution”).

The Company has elected to be taxed as a REIT for U.S.

federal income tax purposes, commencing with its initial taxable year ended December 31, 2021.

During the year ended December 31, 2024, we split the properties located in Amherst, New York and Denver, Colorado, each containing two buildings, into four separate properties for reporting purposes.

Also during the year ended December 31, 2024, we commenced classifying certain of our properties which are being repositioned, redeveloped, developed or held for sale as non-operating properties rather than operating properties, resulting in seven properties being removed from the presentation of the Company’s portfolio of operating properties as of December 31, 2024.

Cooperation Agreement and Strategic Review Process

On January 26, 2026, we entered into a cooperation agreement (the “Cooperation Agreement”) with one of the Company’s stockholders, The Kawa Fund Limited and its affiliate, Kawa Capital Management, Inc.

(collectively, “Kawa”).

Also on January 26, 2026, pursuant to the Cooperation Agreement, we commenced a review of strategic options for the Company, which review may include, without limitation, the consideration of potential acquisition and merger targets, the potential sale of the Company and continuing to operate as an independent publicly traded entity.

The Cooperation Agreement does not obligate the Company to pursue or consummate any such transaction or require our Board of Directors to take any action that it determines in good faith is inconsistent with its duties under applicable law.

The Cooperation Agreement contains customary standstill and non-disparagement provisions.

The Cooperation Agreement will terminate on September 1, 2026.

Pursuant to the Cooperation Agreement, Kawa withdrew its notice of intent to nominate director candidates for election to our Board of Directors at the Company’s 2026 annual meeting of stockholders, and Kawa must cause all shares of common stock pursuant to which it has the sole or shared power to direct the voting to be present for quorum purposes at our 2026 annual meeting of stockholders and to refrain from “withholding” or voting “against” the directors nominated by our Board of Directors for election at such annual meeting.

Real Estate Portfolio

As of December 31, 2025, we owned and operated 58 operating properties with an aggregate of 6.5 million leasable square feet located in 26 states with an occupancy rate of 78.1% and a weighted average remaining lease term of 5.6 years.

As of December 31, 2025, we had eight properties designated as non-operating properties.

We also owned a 20% equity interest in the Arch Street Joint Venture, which as of December 31, 2025, owned a portfolio of six properties with an aggregate of 1.0 million leasable square feet located in six states with an occupancy rate of 100% and a weighted average remaining lease term of 6.3 years.

Including our proportionate share of leasable square feet and annualized base rent from the Arch Street Joint Venture, we owned an aggregate of 8.1 million leasable square feet with an occupancy rate of 73.7%, or 73.1% adjusted for two operating properties that are currently under agreements to be sold, and a weighted-average remaining lease term of 5.2 years, as of December 31, 2024.

Including our proportionate share of leasable square feet and annualized base rent from the Arch Street Joint Venture, we owned an aggregate of 6.7 million leasable square feet with an occupancy rate of 78.7%, or 78.2% adjusted for one consolidated operating property and our proportionate share of one Arch Street Joint Venture operating property that are currently under agreements to be sold, and a weighted average remaining lease term of 5.7 years, as of December 31, 2025.

Executive Summary

The Company is a real estate investment trust that owns and operates primarily single tenant office properties in suburban locations leased to high credit quality tenants.

We are a real estate investment trust that owns and operates primarily single tenant office properties in suburban locations leased to high credit quality tenants.

Our largest tenant as measured by annualized base rent is the United States Government, representing 17.8% of our annualized base rent as of December 31, 2025.

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We continue to be significantly impacted by declining demand for office space which began with the onset of the COVID-19 pandemic in 2020.

We have experienced significant lease expirations over the last few years, including 1.3 million square feet during the year ended December 31, 2024.

We have experienced significant lease expirations and contractions over the last few years, including 681,000 square feet during the year ended December 31, 2025.

This has resulted in declines in both our revenues and earnings since our spin-off from Realty Income.

During the year ended December 31, 2024, our total revenues decreased $30.2 million, or 15.5%, versus the prior year, primarily driven by the impact of lease expirations.

At the same time, our property operating expenses, which include taxes, insurance, utilities and repair and maintenance costs, have been increasing, primarily due to the impact of vacant property carrying costs.

During the year ended December 31, 2024, our property operating expenses increased $4.4 million, or 7.2%, versus the prior year.

As of December 31, 2024, we owned a total of 18 fully vacant properties, including seven non-operating properties, compared to 12 fully vacant properties owned as of December 31, 2023.

During the year ended December 31, 2024, office leasing market conditions began to improve and we completed the highest volume of lease renewals and new leases since our inception with approximately 1.1 million square feet, compared to approximately 0.3 million square feet during the year ended December 31, 2023, and 0.8 million during the year ended December 31, 2022.

During the year ended December 31, 2025, our total revenues decreased $17.2 million, or approximately 11.0%, versus the prior year, primarily driven by the impact of lease expirations.

During the year ended December 31, 2025, our property operating expenses decreased $0.3 million, or approximately 0.5%, versus the prior year, primarily due to operating expense savings from disposed properties of $3.3 million, offset by $3.0 million of costs incurred for the demolition of the buildings on the six-property campus in Deerfield, Illinois.

See “Results of Operations - Operating Expenses - Property Operating Expenses” below for more information.

As of December 31, 2025, we owned a total of five fully vacant operating properties, compared to 11 fully vacant operating properties owned as of December 31, 2024.

During the year ended December 31, 2025, office leasing market conditions continued to improve and we completed approximately 0.9 million square feet of new and renewed leases, compared to approximately 1.1 million square feet and 0.3 million square feet during the years ended December 31, 2024 and December 31, 2023, respectively.

We have agreed to provide rent concessions to tenants and incur leasing costs with respect to our properties, including amounts paid directly to tenants to improve their space and/or building systems, or tenant improvement allowances, landlord agreements to perform and pay for certain improvements, and leasing commissions.

During year ended December 31, 2024, we made aggregate commitments for tenant improvement allowances and base building allowances, leasing commissions and free rent of $46.9 million, or $43.14 per rentable square foot leased.

In connection with the 0.9 million square feet of leasing activity during the year ended December 31, 2025, we made aggregate commitments for tenant improvement allowances and base building allowances, leasing commissions and rent concessions of $43.8 million, or $6.44 per rentable square foot leased per year over a weighted average lease term of 7.4 years.

As of December 31, 2025, we had total outstanding commitments for rent concessions and leasing costs of approximately $51.4 million, including $39.1 million of tenant improvement allowances.

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We anticipate that we will continue to agree to tenant improvement allowances and to pay leasing commissions, the amount of which may increase in future periods.

During the year ended December 31, 2024, we completed our first property acquisition.

We acquired the fee simple interest in one property and the improvements thereon comprised of a 97,000 square foot flex/laboratory/R&D facility in San Ramon, California for a gross purchase price of $34.6 million.

This property is fully leased to a single tenant and had a remaining lease term of 15.0 years as of the acquisition date in September 2024.

We financed this property with an $18.0 million, seven-year, 5.90% per annum fixed rate mortgage loan.

We intend to shift our portfolio concentration over time away from traditional office properties, towards more dedicated use assets that have an office component.

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As of December 31, 2025, approximately 35.8% of our annualized base rent was derived from properties we deemed dedicated use assets, compared to 31.8% as of December 31, 2024.

We continued our efforts to divest of vacancies by closing on the sale of two properties totaling approximately 164,000 square feet for an aggregate gross sales price of $5.3 million during the year ended December 31, 2024.

As of March 5, 2025, we had pending agreements in place to sell three additional vacant or soon to be vacant traditional office properties for an

aggregate gross sales price of $35.9 million.

We continued our efforts to divest of vacancies and non-core properties by selling 10 properties totaling approximately 1.0 million square feet for an aggregate gross sales price of $80.7 million during the year ended December 31, 2025.

buildings during the fourth quarter of 2025 and our proportionate share of the gross sales price of one Arch Street Joint Venture operating property.

We expect to continue to selectively dispose of properties in our current portfolio if we determine that they do not fit our investment strategies.

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Proceeds from the sale of real estate assets are expected to be redeployed to fund capital investment into our existing portfolio to further enhance the quality of our portfolio and stability of our cash flows, selective acquisitions and other general corporate purposes.

During the year ended December 31, 2024, we took certain steps to strengthen our balance sheet.

This included rightsizing our revolving credit facility (“Revolving Facility”) to $350.0 million, through a $75.0 million capacity reduction, and exercising our option to extend the maturity date for 18 months, from November 12, 2024 to May 12, 2026.

We have also maintained prudent leverage and liquidity.

As of December 31, 2024, we had $492.0 million of consolidated debt outstanding, compared to $471.0 million as of December 31, 2023.

As of December 31, 2024, we had $15.6 million of cash and cash equivalents and $231.0 million of borrowing capacity under our Revolving Facility.

General and administrative expenses increased $1.4 million during the year ended December 31, 2024 as compared to the prior year, primarily due to increased stock compensation expense.

Beginning in 2025, we have made and intend to continue making various changes to our general and administrative costs such as restructuring the composition of the team and responsibilities to streamline operations and more efficiently managing general and administrative expenses.

One of these changes is the retirement of Gary Landriau, our Chief Investment Officer, effective June 30, 2025.

It is our intention to reallocate his responsibilities with the team already in place and we do not plan to replace the position.

In order to allow for a smooth transition, Mr.

Landriau will remain in a consulting role until January 31, 2026.

Landriau’s retirement is estimated to result in approximately $1.0 million in annualized general and administrative expense savings.

However, we cannot provide any assurance we will be successful in achieving this or any level of general and administrative expense savings.

Interest expense, net increased $3.0 million during the year ended December 31, 2024, as compared to the prior year, primarily due to higher interest rates, partially offset by lower outstanding debt.

During and subsequent to the year ended December 31, 2025, we took certain steps to strengthen our balance sheet.

This included refinancing our $350.0 million senior revolving credit facility (the “Original Revolving Facility”) by entering into a new $215.0 million senior secured revolving credit facility during February 2026 (the “New Revolving Facility”).

The New Revolving Facility extended the maturity date under the Original Revolving Facility until February 2028, subject to two six-month borrower extension options until February 2029 if we satisfy certain conditions, reduced the lenders’ commitment to $215.0 million to more closely align with our business plan, reduced the interest rate margin on our borrowings by 50-basis points and eliminated the 10-basis point SOFR adjustment.

Also during February 2026, we entered into an amendment to the CMBS Loan which, among other things, extended the maturity date two years until February 2029, subject to two borrower extension options for a total of 18 months until August 2030 if certain conditions have been satisfied.

The fixed interest rate on the CMBS Loan is unchanged during the extension terms.

See “Liquidity and Capital Resources - Credit Agreements” below for more information about the New Revolving Facility and the amendment to the CMBS Loan.

General and administrative expenses of $20.3 million during the year ended December 31, 2025 were largely unchanged compared to the same period in 2024, as lower employee compensation costs of $0.3 million in the 2025 period were offset by additional legal and other costs attributable to unsolicited acquisition proposals and our response to activist investors during 2025.

Interest expense, net decreased $1.1 million during the year ended December 31, 2025, as compared to the prior year, primarily due to $0.5 million of interest capitalized during the year ended December 31, 2025, compared to no interest capitalized during the year ended December 31, 2024.

We expect our overall debt levels to increase as we continue to re-invest in our property portfolio and execute on our shift in portfolio concentration away from traditional office properties.

We are also exposed to changes in market interest rates on our floating rate borrowings, including those under our Revolving Facility.

On March 4, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2025, payable on April 15, 2025 to stockholders of record as of March 31, 2025, representing a new annualized dividend rate of $0.08 per share.

This change in dividend policy will enable us to retain approximately $17.9 million of cash annually.

The new policy is also consistent with our strategy shift as we seek the lowest cost of funds to maintain and grow existing tenancy, continue to shift towards more dedicated use assets and efficiently refinance our debt obligations as they come due.

We are also exposed to changes in market interest rates on our floating rate borrowings, including those under our New Revolving Facility.

The Company’s Board of Directors declared and paid a quarterly cash dividend of $0.02 per share for each of the four quarters of 2025 (record dates March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025).

On March 4, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2026, payable on April 15, 2026 to stockholders of record as of March 31, 2026.

Factors That May Influence Our Operating Results and Financial Condition

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Certain changes in office space utilization, including increased remote and hybrid work arrangements and tenants consolidating their real estate footprint, continue to impact the office leasing market.

The utilization and demand for office space continue to face headwinds and the duration and ultimate impact of current trends on the demands for office space at our properties remains uncertain and subject to change.

The utilization and demand for office space continue to face headwinds and the duration and ultimate impact of current trends on the demand for office space at our properties remains uncertain and subject to change.

Accordingly, we do not yet know what the full extent of the impacts will be on our or our tenants’ businesses and operations or the long-term outlook for leasing our properties.

Higher interest rates, inflationary pressures, geopolitical hostilities and tensions, and concerns that the United States

economy may enter an economic recession have caused disruptions in the financial markets and these factors could adversely affect our and our tenants’ financial condition and the ability or willingness of our tenants to renew their leases or pay rent to us.

Higher interest rates, inflationary pressures, geopolitical hostilities and tensions, changes in United States trade policy and the imposition of new tariffs and concerns that the United States economy may enter an economic recession have

caused disruptions in the financial markets;

in addition, the impact of a future prolonged federal government shutdown, similar to the shutdown that began in the third quarter of 2025, may cause increased government budgetary pressures and uncertainty surrounding budgetary priorities.

These factors could adversely affect our and our tenants’ financial condition and the ability or willingness of our current and prospective tenants to renew their leases, enter into new leases or pay rent to us.

Our leasing and asset disposition activity since the completion of our distribution from Realty Income continues to be adversely impacted by a variety of market and property specific conditions.

Since the onset of the COVID-19 pandemic, the office leasing market has experienced significantly reduced demand for space and changes in space usage as tenants seek to attract employees back to the office, in newer, renovated properties with more amenities.

The COVID-19 pandemic and its aftermath has significantly reduced demand for office space and changes in space usage in the office leasing market, as tenants seek to attract employees back to the office, in newer, renovated properties with more amenities.

As of December 31, 2025, 69.7%, 24.2% and 6.1% of our properties by rentable square feet were classified as class A, class B and class C, respectively, as determined primarily by the most recent appraisals of the properties .

As of December 31, 2024, our class B and class C properties collectively included the following 10% or greater geographic concentrations as measured by rentable square feet:

Texas (17.6%) and California (11.5%);

and the following 10% or greater property type concentrations as measured by rentable square feet:

traditional office (64.4%) and flex/industrial (20.6%).

As of December 31, 2025, our class B and class C properties collectively included the following 10% or greater geographic concentrations and property type concentrations as measured by rentable square feet:

Geographic Concentration % of Rentable Square Feet

California 10.5 %

Property Type % of Rentable Square Feet

Traditional Office 56.4 %

Flex/Industrial 21.8 %

Governmental 14.4 %

In the current office environment, class B and class C properties generally have been experiencing reduced demand and lea se or sell at discounts to class A properties and our tenants and prospective new tenants across our portfolio sometimes compare the cost and the value of leasing space in our property to the value of newer space with more amenities asking higher rent in other properties in the market.

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We have incurred significant amounts of indebtedness and, therefore, are subject to the risks normally associated with debt financing, including that we may be unable to extend, refinance or repay our debt obligations as they come due.

Deteriorating office fundamentals, high interest rates and market sentiment towards the office sector may restrict our access to, and increase our cost of, capital as we seek to extend, refinance or repay our debts.

On May 16, 2024, we exercised our option to extend the maturity date of our senior revolving credit facility (the “Revolving Facility”) for 18 months from November 12, 2024 to May 12, 2026.

Our nearest debt maturity is the non-recourse mortgage notes associated with the Arch Street Joint Venture, which are scheduled to mature on November 27, 2025.

As of December 31, 2024, our proportionate share of the non-recourse mortgage notes associated with the Arch Street Joint Venture was $26.3 million.

The Arch Street Joint Venture has one remaining one-year option to extend the maturity date until November 27, 2026, subject to satisfaction of certain conditions, including satisfaction of certain financial and operating covenants.

We cannot provide any assurance the Arch Street Joint Venture will be able to satisfy the extension conditions for the second loan extension or otherwise extend or refinance this debt obligation prior to maturity.

If the Arch Street Joint Venture is unable to extend or refinance the mortgage notes, our investment in the Arch Street Joint Venture could be materially adversely affected.

See “Item 1A.

Risk Factors – Our partner in the Arch Street Joint Venture has not had access to sufficient liquidity to contribute its share of the capital requirements that have recently arisen, thereby exposing us to liabilities in excess of our share of the joint venture and other risks” in this Annual Report on Form 10-K for additional information related to the mortgage note associated with the Arch Street Joint Venture.

Deteriorating office fundamentals, high interest rates, market sentiment towards the office sector and recent changes in United States trade policy and the imposition of new tariffs may adversely impact us or our lenders or restrict our access to, and increase our cost of, capital as we seek to extend, refinance or repay our debts.

See “Liquidity and Capital Resources - Credit Agreements” below for more information about our indebtedness.

Property Acquisitions and Dispositions

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Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that apply to other public

companies that are not emerging growth companies, including compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the requirements to hold a non-binding advisory vote on executive compensation and any golden parachute payments not previously approved.

We have been an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) since the public Distribution of our common stock in November 2021.

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the requirements to hold a non-binding advisory vote on executive compensation and any golden parachute payments not previously approved.

We cannot predict if investors will find our common stock less attractive because we rely on the exemptions available to us as an emerging growth company.

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We have elected to take advantage of the benefits of this extended transition period and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies until we can no longer avail ourselves of the exemptions applicable to emerging growth companies or until we affirmatively and irrevocably opt out of the extended transition period.

We will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur on the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.

As of June 30, 2024, the market value of our common stock held by non-affiliates was less than $700.0 million, and therefore, we expect to remain an “emerging growth company” at least until the next measuring date, which is June 30, 2025.

We will lose our emerging growth company status on December 31, 2026.

As such, we will be subject to the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for our annual report on Form 10-K for the year ended December 31, 2026, and the requirements to hold a non-binding advisory vote on executive compensation for our 2027 annual meeting of stockholders.

We are also a “smaller reporting company” as defined in Regulation S-K under the Securities Act.

We may continue to be a smaller reporting company even after we are no longer an emerging growth company and as such may elect to take advantage of certain scaled disclosures available to smaller reporting companies.

Basis of Presentation

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These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.

Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition.

Management believes that it has made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition.

We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, expectations and projections regarding future events and plans, as well as other factors, to ensure that they are reasonable for reporting purposes.

However, actual results may differ from these estimates and assumptions.

If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different accounting estimates would have been applied, thus resulting in a different presentation of the financial statements.

Additionally, other companies may utilize different assumptions or estimates that may impact comparability of our

results of operations to those of companies in similar businesses.

If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible

that different accounting estimates would have been applied, thus resulting in a different presentation of the financial statements.

Additionally, other companies may utilize different assumptions or estimates that may impact comparability of our results of operations to those of companies in similar businesses.

We believe the critical accounting policies described below involve significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements.

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• Changes related to management’s intent to sell or lease the real estate assets used to develop the forecasted cash flows may have a material impact on our financial results.

Equity Method Investment Impairment

We are required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of our investment in the Arch Street Joint Venture.

If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the Arch Street Joint Venture for potential impairment and determine if the carrying value of its investment exceeds its fair value.

An impairment charge is recorded when an impairment is deemed to be other-than-temporary.

To determine whether an impairment is other-than-temporary, the Company considers whether it has the intent and ability to hold the investment until the carrying value is fully recovered.

The evaluation of an investment in an unconsolidated joint venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions.

The use of different judgments and assumptions could result in different conclusions.

Allocation of Purchase Price of Real Estate Assets

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Significant Transactions Summary

Activity during the year ended December 31, 2024

Activity during the year ended December 31, 2025 and Subsequent Events

Real Estate Operations

• On September 11, 2024, we acquired fee simple interest in one real property and the improvements thereon including a 97,000 square foot flex/laboratory/R&D facility in San Ramon, California for a gross purchase price of $34.6 million.

This property is fully leased to a single tenant and had a remaining lease term of 15.0 years as of the acquisition date.

• During the year ended December 31, 2024, we closed on the sale of two vacant properties totaling approximately 164,000 square feet for an aggregate gross sales price of $5.3 million.

As of March 5, 2025, we had pending agreements in place to sell three vacant or soon to be vacant traditional office properties for an aggregate gross sales price of $35.9 million.

Our pending sale agreements are subject to a variety of conditions outside of our control, such as the buyer’s satisfactory completion of its due diligence and receipt of governmental approvals, and therefore, we cannot provide any assurance the transaction will close on the agreed upon price or other terms, or at all.

• During the year ended December 31, 2024, we completed approximately 1.1 million square feet of lease renewals and new leases across 12 different properties with a weighted average lease term of 7.9 years.

• During the year ended December 31, 2024, 11 leases expired consisting of 1.3 million square feet.

As of December 31, 2024, we had a total of 11 fully vacant operating properties.

• On May 3, 2024, we entered into an amendment to the Credit Agreement (the “Third Amendment”), pursuant to which we have rightsized the Revolving Facility to $350.0 million through a $75.0 million-capacity reduction.

• On May 16, 2024, we exercised our option to extend the maturity date of our Revolving Facility for 18 months from November 12, 2024 to May 12, 2026.

• As of December 31, 2024, we had $231.0 million of borrowing capacity under the Revolving Facility and $119.0 million of outstanding borrowings thereunder.

Our interest rate collar agreements with an aggregate notional amount of $60.0 million remain in effect until May 12, 2025.

• On November 7, 2024, we financed the San Ramon, California property with an $18.0 million, seven-year, 5.90% per annum fixed rate mortgage note.

• During the year ended December 31, 2024, the Arch Street Joint Venture elected its first option to extend the maturity date on its non-recourse mortgage notes for an additional 12 months from November 27, 2024 to November 27, 2025.

• On November 27, 2024, in connection with the extension, the Arch Street Joint Venture repaid $3.4 million of principal on its mortgage notes to satisfy the 60% maximum loan-to-value extension condition.

We provided a member loan to the Arch Street Joint Venture of $1.4 million in connection with the partial repayment of the Arch Street Joint Venture mortgage notes.

As of December 31, 2024, the outstanding principal associated with the Arch Street Joint Venture mortgage notes was $131.6 million, and our proportionate share was $26.3 million.

• During the year ended December 31, 2025, we completed approximately 0.9 million square feet of lease renewals and new leases across 14 different properties, which includes one Arch Street Joint Venture property, and a weighted average lease term of 7.5 years.

• During the year ended December 31, 2025, we closed on the sale of 10 properties totaling approximately 1.0 million square feet for an aggregate gross sales price of $80.7 million.

Subsequent to the year ended December 31, 2025, we completed an additional two property dispositions totaling approximately 0.5 million square feet for an aggregate sales price of $13.1 million.

As of March 5, 2026, we had pending agreements in place to sell eight additional non-core properties for an aggregate gross sales price of $43.3 million, including the 37.4 acre Deerfield, Illinois properties where we completed the demolition of the six buildings during the fourth quarter of 2025 and our proportionate share of the gross sales price of one Arch Street Joint Venture operating property.

Our pending sale agreements are subject to a variety of conditions outside of our control, such as the buyer’s satisfactory completion of its due diligence and therefore, we cannot provide any assurance the transaction will close on the agreed upon price or other terms, or at all.

• During February 2026, we acquired one 75,000 square foot property in Northbrook, Illinois for a gross purchase price of $15.0 million.

The property is fully leased to a single tenant through December 2036.

• During February 2025, we made an additional member loan of $8.3 million to fund leasing costs related to a lease extension that was completed for one of the properties in the Arch Street Joint Venture portfolio.

As part of the terms of the recent extension of the Arch Street Joint Venture mortgage notes, the mortgage lender is expected to re-appraise the property where the lease was extended in February 2025, and we are also committed to make an additional member loan as and if needed to repay principal on the mortgage notes to continue to satisfy the 60% loan-to-value extension condition.

Our member loan to the Arch Street Joint Venture, which had $9.2 million receivable as of March 5, 2025, earns interest at 15% per annum and is non-recourse and unsecured, and structurally subordinate to the Arch Street Joint Venture mortgage notes.

• The Company’s Board of Directors declared quarterly cash dividends of $0.10 per share for each of the four quarters of 2024, which were paid on April 15, 2024, July 15, 2024, October 15, 2024 and January 15, 2025.

• On March 4, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2025, payable on April 15, 2025 to stockholders of record as of March 31, 2025, representing a new annualized dividend rate of $0.08 per share.

This change in dividend policy will enable us to retain approximately $17.9 million of cash annually.

As of December 31, 2025, the outstanding balance of the member loan was $6.6 million.

We recorded a loan loss reserve of $5.9 million against our member loan during the year ended December 31, 2025.

• During the year ended December 31, 2025, six leases expired or were downsized comprising a total reduction in occupied square feet of approximately 0.7 million square feet.

As of December 31, 2025, we had a total of five fully vacant operating properties.

• On May 9, 2025, we entered into an interest rate collar agreement to hedge against interest rate volatility under the Original Revolving Facility and subsequently the New Revolving Facility.

Under the agreement, the benchmark rate for the Original Revolving Facility or subsequently the New Revolving Facility will float between no higher than 4.29% and no lower than 3.28% on a total notional amount of $75.0 million, effective from May 12, 2025 to May 12, 2026.

• On February 18, 2026, the Company entered into a credit agreement for the New Revolving Facility and the Original Revolving Facility was terminated and the indebtedness thereunder discharged and paid in full with borrowings under the New Revolving Facility.

Among other things, the New Revolving Facility extended the maturity date under the Original Revolving Facility until February 2028, subject to two six-month borrower extension options until February 2029 if we satisfy certain conditions, reduced the lenders’ commitment to $215.0 million to more closely align with our business plan, reduced the interest rate margin on our borrowings by 50-basis points and eliminated the 10-basis point SOFR adjustment.

See “Liquidity and Capital Resources - Credit Agreements” below for more information about the New Revolving Facility.

• Also during February 2026, the Company entered into an amendment to the CMBS Loan which, among other things, extended the maturity date two years until February 11, 2029, subject to two borrower extension options for a total of 18 months until August 2030 if certain conditions have been satisfied.

The fixed interest rate on the CMBS Loan is unchanged during the extension terms.

See “Liquidity and Capital Resources - Credit Agreements” below for more information about the amendment to the CMBS Loan.

• On November 10, 2025, we filed a new universal shelf registration statement on Form S-3, which expires in November 2028.

• On December 31, 2025, the Share Repurchase Program expired.

• The Company’s Board of Directors declared and paid quarterly cash dividends of $0.02 per share for each of the four quarters of 2025 (record dates March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025), which were paid on April 15, 2025, July 15, 2025, October 15, 2025 and January 15, 2026, respectively.

• On March 4, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2026, payable on April 15, 2026 to stockholders of record as of March 31, 2026.

Portfolio Overview

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Our financial performance is impacted by the timing of acquisitions and dispositions and the operating performance of our properties.

The following table shows the property statistics of our operating properties as of the periods indicated below, including our proportionate share of the applicable statistics of the properties owned by the Arch Street Joint Venture:

The following table shows the property statistics of our operating properties as of the dates indicated below, including our proportionate share of the applicable statistics of the properties owned by the Arch Street Joint Venture:

December 31, 2025 December 31, 2024

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Arch Street Joint Venture properties 6 6

Non-Operating properties 8 7

Rentable square feet (in thousands) (1)

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____________________________________

(1) During the year ended December 31, 2024, we split the properties located in Amherst, New York and Denver, Colorado, each containing two buildings, into four separate properties for reporting purposes.

(1) Represents leasable square feet of operating properties and the Company’s proportionate share of leasable square feet of properties owned by the Arch Street Joint Venture.

(2) Occupancy rate equals the sum of occupied square feet divided by rentable square feet of operating properties.

Adjusting for two operating properties that are currently under agreements to be sold, the occupancy rate as of December 31, 2024 equals 73.1%.

Adjusting for one consolidated operating and our proportionate share of the square footage of one Arch Street Joint Venture operating property that are currently under agreements to be sold, the occupancy rate as of December 31, 2025 would be 78.2%.

(3) Leased rate equals the sum of leased square feet divided by rentable square feet of operating properties.

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Even if we are able to renew leases with existing tenants or enter into new leases with replacement tenants, the terms of renewals or new leases, including the cost of required renovations, improvements or concessions to tenants, may be less favorable to us than current lease terms.

As a result, our net income and ability to pay dividends to stockholders could be materially adversely affected.

As a result of the above factors, our net income and ability to pay dividends to stockholders could be materially adversely affected.

Further, if any of our properties cannot be leased on terms and conditions favorable to us, we may seek to dispose of the property;

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These rent concessions and leasing costs could be significant and are expected to vary due to factors such as competitive market conditions for leasing of commercial office space and the volume of square footage subject to re-leasing by us.

As of December 31, 2024, we had the following estimated total outstanding rent concessions and leasing costs commitments (in thousands, except per square foot amounts):

As of December 31, 2025, we had the following estimated total outstanding rent concessions and leasing costs commitments, including our proportionate share of the commitments of the Arch Street Joint Venture (in thousands, except per square foot amounts):

Outstanding Amount Leased Square Feet (1)

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Tenant improvement allowances (3)

40,498 1,719 $ 23.56

Reimbursable landlord work (4)

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8,630 1,061 $ 8.13

Leasing commissions 323 170 $ 1.90

Total $ 69,594 2,526 $ 27.55

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(2) Rent concessions include free rent for future periods under our executed leases which include certain leases for which the lease term has yet to commence, and include estimates of property operating expenses, where applicable.

(3) Includes additional allowances of $3.6 million provided within the respective lease agreements, which require election by the tenant in exchange for additional rental income through the remaining term of the lease as well as $1.4 million for our proportionate share of a tenant improvement allowance outstanding with an Arch Street Joint Venture tenant.

(4) Landlord work represents specific improvements agreed to within the lease agreement to be performed by us, as landlord, as a new non-recurring obligation and in order to induce the tenant to enter into a new lease or lease renewal or extension.

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For assets financed on our CMBS Loan, we have funded reserves with the lender for tenant improvement allowances and rent concessions.

As of December 31, 2024, total restricted cash of $41.5 million was reserved for

outstanding leasing costs, including $30.1 million for tenant improvement allowances and $11.4 million for rent concession commitments, and is included in other assets, net in our consolidated balance sheets.

In connection with the February 2026 modification of the CMBS Loan, we funded an additional $7.74 million into an all-purpose reserve which may be used for leasing costs and we agreed that a portion of future excess cash flows from the 19 properties collateralizing the CMBS Loan will be used to continue to fund the all-purpose reserve.

As of December 31, 2025, total restricted cash of $38.2 million was reserved for outstanding leasing costs, including $25.5 million for tenant improvement allowances and $12.7 million for rent concession commitments, and is included in restricted cash in our consolidated balance sheets.

During the periods indicated below, we entered into new and renewal leases as summarized in the following tables (dollars and square feet in thousands):

Year Ended December 31, 2025

New Leases Renewals Total

New Leases Renewals (1)

Number of leases 6 12 18

Rentable square feet leased 319 605 924

Weighted average lease term (by rentable square feet) (years) - firm term (2)

Weighted average lease term (by rentable square feet) (years) - non-firm term (2)

Weighted average new term rental rate per rentable square foot per year (cash basis) $ 26.04 $ 19.40 $ 21.70

Weighted average rental rate change (cash basis) (3) (4)

9.4 % (7.1) % (5.6) %

Tenant rent concessions and leasing costs (3)

Tenant rent concessions and leasing costs per rentable square foot per year - firm term (5)

$ 7.99 $ 5.19 $ 6.44

Tenant rent concessions and leasing costs per rentable square foot (4)

Tenant rent concessions and leasing costs per rentable square foot per year - non-firm term (5)

$ 7.99 $ 5.07 $ 6.35

Weighted average lease term (by rentable square feet) (years) (5)

Tenant rent concessions and leasing costs per rentable square foot per year $ 9.00 $ 3.55 $ 5.48

Year Ended December 31, 2024

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Rentable square feet leased 287 799 1,086

Weighted average lease term (by rentable square feet) (years) - firm term (2)

Weighted average lease term (by rentable square feet) (years) - non-firm term (2)

Weighted average new term rental rate per rentable square foot per year (cash basis) $ 22.27 $ 21.16 $ 21.46

Weighted average rental rate change (cash basis) (3) (4)

(9.7) % (6.6) % (7.0) %

Tenant rent concessions and leasing costs (3)

Tenant rent concessions and leasing costs per rentable square foot per year - firm term (5) (6)

$ 9.00 $ 3.55 $ 5.48

Tenant rent concessions and leasing costs per rentable square foot (4)

Tenant rent concessions and leasing costs per rentable square foot per year - non-firm term (5)

$ 7.34 $ 3.49 $ 5.02

Weighted average lease term (by rentable square feet) (years) (5)

Tenant rent concessions and leasing costs per rentable square foot per year $ 5.45 $ 1.47 $ 1.76

____________________________________

(1) Includes the Company’s proportionate share of rentable square feet and tenant rent concessions and leasing costs for one 163,000 square foot renewal at a property owned by the Arch Street Joint Venture and excludes one four-month extension at the Company’s 109,000 square foot property in East Syracuse, New York.

(2) Firm term includes the non-cancellable portion of the lease term and any cancellable portion of the lease term if the tenant's right to cancel requires payment of a termination fee.

Non-firm term includes the firm term plus the portion of the lease term, principally under our United States Government leases, where the tenant has the right to terminate without payment of a termination fee.

(3) Represents weighted average percentage increase or decrease in (i) the annualized monthly cash amount charged to the applicable tenants (including monthly base rent receivables and certain fixed contractually obligated reimbursements by the applicable tenants, which may include estimates) as of the commencement date of the new lease term (excluding any full or partial rent abatement period) compared to (ii) the annualized monthly cash amount charged to the applicable tenants (including the monthly base rent receivables and certain fixed contractually obligated reimbursements by the applicable tenants, which may include estimates) as of the expiration date of the prior lease term.

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If a space has been or will be vacant for more than 12 months prior to the commencement of a new lease or was previously otherwise not generating full cash rental revenue, the lease will be excluded from the rental rate change calculation.

(2) Excludes four new leases for approximately 149,000 square feet and two new leases for approximately 7,000 square feet for the years ended December 31, 2024 and 2023, respectively, that had been or will be vacant for more than 12 months at the time the new lease commences.

(3) Includes tenant improvement allowances and base building allowances, leasing commissions and rent concessions (includes estimates of property operating expenses, where applicable).

Beginning in 2024, we have updated this calculation to also include estimates for certain reimbursable and non-reimbursable landlord funded improvements, and have applied this change retrospectively for comparison purposes.

(4) Excludes five new leases for approximately 239,000 square feet and four new leases for approximately 149,000 square feet for the years ended December 31, 2025 and 2024, respectively, that had been or will be vacant for more than 12 months at the time the new lease commences.

(5) Includes tenant improvement allowances and base building allowances, certain reimbursable and non-reimbursable landlord funded improvements, leasing commissions and rent concessions (includes estimates of property operating expenses, where applicable).

For our multi-tenant properties, we have allocated the estimated cost of landlord funded improvements that benefit the property generally and/or the common areas and not the tenant’s premises in particular, to the applicable lease based on square footage of the related tenant.

(4) Includes reimbursable landlord funded improvements and reimbursable tenant improvement allowances per rentable square foot of $23.43 for new leases, $0.34 for renewals and $4.65 in total for the year ended December 31, 2024.

There were no reimbursable landlord funded improvements or reimbursable tenant improvement allowances for the year ended December 31, 2023.

(5) Weighted average lease term does not include specified periods of the stated lease term during which a tenant has the right to terminate their space without a termination fee, or “non-firm terms.” The total weighted average lease term for new leases and renewals executed during the years ended December 31, 2024 and 2023 would be 8.6 years and 10.6 years, respectively, if such non-firm terms were included.

During the year ended December 31, 2024, 11 leases expired consisting of approximately 1.3 million square feet across 10 properties.

(6) Includes reimbursable landlord funded improvements and tenant improvement allowances per rentable square foot per year of $2.22 for new leases, $0.05 for renewals and $0.82 in total for the year ended December 31, 2024.

During the year ended December 31, 2025, six leases expired or were downsized comprising a total reduction in occupied square feet of approximately 681,000 square feet.

We closed on the sale of two of these properties totaling approximately 235,000 square feet during the year ended December 31, 2025.

During the three months ended December 31, 2024, four leases expired consisting of approximately 215,000 square feet across four properties.

We closed on the sale of one of the properties and executed one new lease for approximately 2,000 square feet during the three months ended December 31, 2024.

We currently intend to re-let the remaining vacancies from the three months ended December 31, 2024.

The expired base rent per square foot and our market rent estimates for these vacancies are as follows (square feet in thousands):

Vacancy Location Rentable Square Feet Expired Base Rent Per Square Foot Estimated Market Rent Per Square Foot Range

Plano, Texas 54 $23.50 $18.50 - $20.50

Phoenix, Arizona 91 $25.25 $24.00 - $26.00

Our market rent estimates are based on a variety of assumptions which are subject to change and we cannot provide any assurance that we will be able to re-let vacant space to new tenants on these or any other terms, in a timely manner, or at all.

Our plans with respect to vacant properties are subject to change.

There were no scheduled lease expirations during the three months ended December 31, 2025.

During the periods indicated below, amounts capitalized by the Company for capital expenditures were as follows (in thousands):

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(2) Lease incentives generally include expenses paid on behalf of the tenant or reimbursed to the tenant, including expenditures related to the construction of tenant-owned improvements.

(3) Building, fixtures and improvements generally include expenditures to replace obsolete building or land components, expenditures that extend the useful life of existing assets and expenditures to construct landlord owned improvements.

(3) Building, fixtures and improvements generally include expenditures to replace obsolete building or land components, expenditures that extend the useful life of existing assets, expenditures to construct landlord owned improvements and any capitalized interest charges associated with such expenditures.

Future Lease Expirations

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Results of Operations

Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 (dollars in thousands)

Comparison of the year ended December 31, 2025 to the year ended December 31, 2024

The results of operations discussed in this section include the accounts of the Company and its consolidated subsidiaries for the years ended December 31, 2025 and 2024.

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Total revenues $ 147,647 $ 164,862 $ (17,215)

The decrease in rental revenue of $30.2 million during the year ended December 31, 2024 as compared to the same period in 2023 was primarily due to the decrease in our overall occupied square footage from scheduled expiration of leases totaling $26.8 million in rental revenues and the impact from property dispositions of $8.4 million during the year ended December 31, 2024.

We had 69 operating properties with an aggregate of 7.9 million leasable square feet and an occupancy rate of 73.0% as of December 31, 2024, as compared to 75 properties with an aggregate of 8.7 million leasable square feet and an occupancy rate of 80.0% as of December 31, 2023.

The decrease in revenues during the year ended December 31, 2024 was partially offset by $3.3 million of reimbursements from previous tenants for real estate taxes and $0.9 million of rental revenue from our acquired property.

Fee income from unconsolidated joint venture

Fee income from unconsolidated joint venture consists of fees earned for providing various services to the Arch Street Joint Venture.

Fee income from unconsolidated joint venture remained consistent at $0.8 million during the years ended December 31, 2024 and 2023.

The decrease in rental revenue of $17.2 million during the year ended December 31, 2025 as compared to the same period in 2024 was primarily due to the impact of decreasing overall occupied square footage from expiration of leases totaling $20.9 million.

We had 58 operating properties with an aggregate of 5.1 million occupied square feet as of December 31, 2025, as compared to 69 properties with an aggregate of 5.8 million occupied square feet as of December 31, 2024.

Other items impacting year over year rental revenue results include $3.8 million increase in rental revenue in the 2025 period from the property we acquired in September 2024 and a $3.2 million increase in lease termination income in the 2025 period and a $0.7 million increase from timing of certain reimbursable revenues, offset by $3.3 million of reimbursements from previous tenants for certain end of lease obligations recognized in rental revenue during the year ended December 31, 2024 and a $0.7 million decline in reimbursement revenue for real estate taxes in the 2025 period due to lower property values.

Operating Expenses

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Property operating expenses such as taxes, insurance, ground rent and maintenance include both reimbursable and non-reimbursable property expenses.

Property operating expenses increased $4.4 million during the year ended December 31, 2024 as compared to the same period in 2023.

The increase is the result of operating expenses from additional property vacancies of $4.4 million, the timing of certain operating expenses of $0.9 million and property operating expenses from our acquired property of $0.3 million, offset by decreases in property operating expenses resulting from property dispositions of $1.5 million.

Property operating expenses decreased $0.3 million during the year ended December 31, 2025 as compared to the same period in 2024 primarily due to decreases in property operating expenses resulting from property dispositions of $3.3 million, a $1.7 million decrease in real estate taxes due to lower property values, timing of certain operating expenses of $0.3 million, offset by $3.0 million of costs incurred for the demolition of the buildings on the six-property campus in Deerfield, Illinois, increased operating expenses from vacancies of $1.2 million, and $0.7 million from our property acquired in September 2024.

General and administrative expenses

General and administrative expenses increased $1.4 million during the year ended December 31, 2024 as compared to the same period in 2023, primarily due to increased stock compensation expense of $1.2 million for additional equity award issuances.

One of these changes is the retirement of Gary Landriau, our Chief Investment Officer, effective June 30, 2025.

It is our intention to reallocate his responsibilities with the team already in place and we do not plan to replace the position.

In order to allow for a smooth transition, Mr.

Landriau will remain in a consulting role until January 31, 2026.

Landriau’s retirement is estimated to result in approximately $1.0 million in annualized general and administrative expense savings.

However, we cannot provide any assurance we will be successful in achieving this or any level of general and administrative expense savings.

Depreciation and amortization expenses

Depreciation and amortization expenses decreased $8.3 million during the year ended December 31, 2024 as compared to the same period in 2023, due to the $24.4 million impact of full amortization of certain intangible assets, as well as the impact from depreciation and amortization expenses from disposed properties of $1.1 million, offset by depreciation and amortization expenses from capitalized assets of $1.3 million and our acquired property of $0.5 million.

The decrease of depreciation and amortization expense during the year ended December 31, 2024 compared to the same period in 2023 was also partially offset by the full depreciation of $15.9 million during the year ended December 31, 2024 of the buildings at a six-property campus in Deerfield, Illinois.

This accelerated depreciation was the result of the adjustment to the useful life of the assets due to management’s plans to demolish the buildings.

Depreciation and amortization expenses decreased $42.1 million during the year ended December 31, 2025 as compared to the same period in 2024, due to the $27.3 million impact of full amortization of certain intangible assets, the $15.9 million impact from the full depreciation of the buildings on the six-property campus in Deerfield, Illinois in the 2024 period as a result of management’s plans to demolish the buildings, the $1.7 million impact from depreciation and amortization expenses from disposed properties, and the $0.9 million impact of real estate asset impairments, offset by depreciation and amortization expenses related to capitalized real estate assets and intangible lease assets of $2.2 million and related to the property we acquired in September 2024 of $1.2 million.

Impairments increased $51.8 million during the year ended December 31, 2025 as compared to the same period in 2024.

The impairment charges of $99.4 million in the year ended December 31, 2025 include a total of 12 properties and the charges were incurred primarily with respect to real estate assets sold or expected to be sold and reflect management’s estimates of lease renewal probability, timing and terms of such renewals, carrying costs for vacant properties, sale probability and estimates of sale proceeds.

Impairment charges totaling $33.1 million with respect to eight properties were recorded during the year ended December 31, 2023.

Impairment charges totaling $47.6 million with respect to 12 properties were recorded during the year ended December 31, 2024.

See Note 5 – Fair Value Measures for further information.

Transaction related expenses

Transaction related expense remained relatively consistent at $0.5 million during the year ended December 31, 2024 as compared to the same period in 2023.

Other (Expense) Income and Provision for Income Taxes

Transaction related expense increased $0.4 million during the year ended December 31, 2025 as compared to the same period in 2024 primarily due to a $0.3 million payment during 2025 in connection with the sale of a property to settle a tenant dispute with regard to landlord maintenance obligations and higher dead deal costs of $0.2 million, offset by lower acquisition related costs of $0.1 million.

Other (Expenses) Income and Provision for Income Taxes

The table below sets forth, for the periods presented, certain financial information and the dollar amount change year over year (in thousands):

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Loss on extinguishment of debt, net $ — $ (1,078) $ (1,078)

Other income, net $ 987 $ 911 $ 76

Equity in loss of unconsolidated joint venture, net $ (740) $ (435) $ 305

Other income $ 1,286 $ 987 $ 299

Other expenses $ (1,584) $ — $ 1,584

Reserve on member loan to unconsolidated joint venture $ (5,926) $ — $ 5,926

Equity in loss and impairment of investment in unconsolidated joint venture, net $ (11,822) $ (740) $ 11,082

Provision for income taxes $ (259) $ (214) $ 45

Interest expense, net

Interest expense, net increased $3.0 million during the year ended December 31, 2024 as compared to the same period in 2023, which was primarily due to higher interest rates, partially offset by lower outstanding debt during the year ended December 31, 2024.

Interest expense, net decreased $1.1 million during the year ended December 31, 2025 as compared to the same period in 2024.

The Company’s average debt outstanding was $478.5 million for the year ended December 31, 2025 compared to $481.5 million during the same period in 2024.

The Company’s weighted average interest rate on its debt obligations was 5.62% for the year ended December 31, 2025 and 5.85% for the same period in 2024.

Interest expense for the year ended December 31, 2024 included no offsets of reclassified previous gains or losses on interest rate derivatives from accumulated other comprehensive income (loss), compared with $6.7 million of reclassified previous gains during the same period in 2023.

Interest expense, net was offset by capitalized interest of $0.5 million during the year ended December 31, 2025, and there was no capitalized interest during the year ended December 31, 2024.

We expect our overall debt levels to increase as we continue to re-invest in our property portfolio and execute on our shift in portfolio concentration away from traditional office properties.

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Gain on disposition of real estate assets

There was no gain on disposition of real estate assets recognized during the year ended December 31, 2024 as compared to less than $0.1 million during the year ended December 31, 2023.

The gain recognized in the year ended December 31, 2023 was related to three of the Company’s dispositions.

These properties were subject to cumulative impairment losses of $16.0 million in prior periods.

Gains on disposition of real estate assets were $7.1 million during the year ended December 31, 2025 as compared to no gains on disposition of real estate assets during the year ended December 31, 2024.

The gains recognized during the year ended December 31, 2025 were related to six of our dispositions.

Of the six dispositions with gains recognized during the year ended December 31, 2025, three were subject to cumulative impairment losses of $18.2 million in prior periods.

Loss on extinguishment of debt, net

Loss on extinguishment of debt, net during the year ended December 31, 2024 related to the proportionate write off of deferred financing costs due to the reduction of the borrowing capacity of the Revolving Facility of $75.0 million in connection with the Third Amendment to the Credit Agreement defined below and discussed in Note 6 – Debt, Net.

Loss on extinguishment of debt, net during the year ended December 31, 2023 related to the write off of deferred financing costs due to the early extinguishment of the Company’s Term Loan Facility, as defined below and discussed in Note 6 – Debt, Net.

Other income, net

Other income, net increased modestly during the year ended December 31, 2024 as compared to the same period in 2023.

Equity in loss of unconsolidated joint venture, net

Equity in loss of the unconsolidated joint venture increased $0.3 million during the year ended December 31, 2024 as compared to the same period in 2023, primarily due to an increase in interest expense following the expiration of an interest rate swap agreement on the Arch Street Joint Venture non-recourse mortgage notes during the year ended December 31, 2024.

Provision for income taxes

The provision for income taxes consists of certain state and local income and franchise taxes.

The provision for income taxes decreased modestly during the year ended December 31, 2024 as compared to the same period in 2023.

Comparison of the year ended December 31, 2023 to the year ended December 31, 2022 (dollars in thousands)

Loss on extinguishment of debt, net during the year ended December 31, 2024 related to the proportionate write off of deferred financing costs due to the $75.0 million permanent reduction of the borrowing capacity of the Original Revolving Facility.

There were no such costs incurred during the year ended December 31, 2025.

Other income, net increased $0.3 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to increased interest income of $0.6 million, offset by other non-routine income recognized in 2024 of $0.3 million which was related to forfeited escrow deposits on the six-property campus in Deerfield, Illinois when a prospective buyer terminated an agreement to acquire the properties.

Other expenses

Other expenses of $1.6 million recognized during the year ended December 31, 2025 were primarily related to a loss on deferred offering costs of $0.6 million in connection with the scheduled expiration of our universal shelf registration statement, $0.6 million in connection with the retirement of our Chief Investment Officer, and $0.4 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan.

Reserve on member loan to unconsolidated joint venture

During the year ended December 31, 2025, we recorded a loan loss reserve of $5.9 million for the Arch Street Joint Venture member loan due to the uncertainties with regard to recovery of our Arch Street Joint Venture investments.

Equity in loss and impairment of investment in unconsolidated joint venture, net

Equity in loss of the unconsolidated joint venture increased $11.1 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to the other-than-temporary impairment of our investment in the unconsolidated joint venture of $10.8 million.

Comparison of the year ended December 31, 2024 to the year ended December 31, 2023

For a comparison of the year ended December 31, 2024 to the year ended December 31, 2023, see “Item.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K filed on February 27, 2024.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K filed on March 5, 2025.

Non-GAAP Measures

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These non-GAAP financial measures should not be considered as substitutes for any measures derived in accordance with U.S.

Funds From Operations (“FFO”) and Core Funds From Operations (“Core FFO”) Attributable to Orion

Funds From Operations (“FFO”) and Core Funds From Operations (“Core FFO”) Attributable to Common Stockholders

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc.

(“Nareit”), an industry trade group, has promulgated a supplemental performance measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental performance measure to reflect the operating performance of the Company.

(“Nareit”), an industry trade group, has promulgated a supplemental performance measure known as FFO, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of the Company.

FFO is not equivalent to our net income (loss) as determined under U.S.

Nareit defines FFO as net income (loss) computed in accordance with U.S.

GAAP adjusted for gains or losses from disposition of real estate assets, depreciation and amortization of real estate assets, impairment write-downs on real estate, and our proportionate share of FFO adjustments related to the unconsolidated joint venture.

GAAP adjusted for gains or losses from disposition of real estate assets, depreciation and amortization of real estate assets, impairment write-downs on real estate and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and our proportionate share of FFO adjustments related to the unconsolidated joint venture.

We calculate FFO in accordance with Nareit’s definition described above.

In addition to FFO, we use Core FFO as a non-GAAP supplemental financial performance measure to evaluate the operating performance of the Company.

Core FFO, as defined by the Company, excludes from FFO items that we believe do not reflect the ongoing operating performance of our business such as transaction related expenses, spin related expenses, amortization of deferred financing costs, amortization of deferred lease incentives, net, equity-based compensation, amortization of premiums and discounts on debt, net and gains or losses on extinguishment of swaps and/or debt, and our proportionate share of Core FFO adjustments related to the unconsolidated joint venture.

Core FFO, as defined by the Company, excludes from FFO items that we believe do not reflect the ongoing operating performance of our business such as transaction related expenses, amortization of deferred financing costs, amortization of deferred lease incentives, net, equity-based compensation, amortization of premiums and discounts on debt, net and gains or losses on extinguishment of swaps and/or debt, and our proportionate share of Core FFO adjustments related to the unconsolidated joint venture.

We believe that FFO and Core FFO allow for a comparison of the performance of our operations with other publicly-traded REITs, as FFO and Core FFO, or a substantially similar measure, are routinely reported by publicly-traded REITs, each adjust for items that we believe do not reflect the ongoing operating performance of our business and we believe are often used by analysts and investors for comparison purposes.

For all of these reasons, we believe FFO and Core FFO, in addition to net income (loss), as defined by U.S.

For all of these reasons, we believe FFO and Core FFO, in addition to net income (loss), as determined under U.S.

GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the Company over time.

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Impairment of real estate 99,376 47,552 33,112

Proportionate share of adjustments for unconsolidated joint venture 1,856 1,851 1,847

Impairment of investment in unconsolidated joint venture and proportionate share of adjustments for items above, as applicable 12,698 1,856 1,851

FFO attributable to common stockholders $ 24,323 $ 47,078 $ 86,641

Transaction related 898 539 504

Spin related (1)

Amortization of deferred financing costs 3,699 3,686 3,974

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Loss on extinguishment of debt, net — 1,078 504

Proportionate share of adjustments for unconsolidated joint venture 108 117 178

Other adjustments, net (1)

Proportionate share of unconsolidated joint venture adjustments for items above, as applicable 53 108 117

Core FFO attributable to common stockholders $ 43,676 $ 56,755 $ 94,770

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____________________________________

(1) Spin related primarily consist of attorney fees and accountant fees related to the Separation and the Distribution and the Company’s start-up activities.

(1) Other adjustments, net during the year ended December 31, 2025 includes $3.0 million of costs incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus presented in property operating expenses on the consolidated statements of operations, as well as a loan loss reserve of $5.9 million recognized on the Arch Street Joint Venture member loan presented separately on the consolidated statements of operations, $0.6 million of previously deferred equity offering costs in connection with the scheduled expiration of the Company’s universal shelf registration statement, $0.6 million in connection with the retirement of the Company’s Chief Investment Officer, and $0.4 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan, each presented in other expenses on the consolidated statements of operations other than the loan loss reserve.

Each of the above items have been included as “other adjustments” to Core FFO as they do not reflect the ongoing operating performance of the Company.

(2) Dilutive securities include unvested restricted stock units net of assumed repurchases in accordance with the treasury stock method and exclude Performance-Based RSUs for which the performance thresholds have not been met by the end of the applicable reporting period.

Such dilutive securities are not included when calculating net loss per diluted share applicable to the Company for the year ended December 31, 2024 as the effect would be antidilutive.

Such dilutive securities are not included when calculating net loss per diluted share applicable to the Company for the periods presented above, as the effect would be antidilutive.

Liquidity and Capital Resources

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(iv) fund capital expenditures and leasing costs at properties we own;

(v) fund capital contributions to the Arch Street Joint Venture and (vi) fund new acquisitions.

We believe that our principal sources of short-term liquidity, which are our cash and cash equivalents on hand, cash flows from operations, proceeds from real estate dispositions, and borrowings under the Revolving Facility, are sufficient to meet our liquidity needs for the next twelve months.

As of December 31, 2024, we had $15.6 million of cash and cash equivalents and $231.0 million of borrowing capacity under the Revolving Facility.

During the year ended December 31, 2024, we acquired fee simple interest in one real property and the improvements thereon including a 97,000 square foot flex/laboratory and R&D facility in San Ramon, California for a gross purchase price of $34.6 million.

The property was fully leased to a single tenant and has a remaining lease term of 15.0 years as of the acquisition date.

On November 7, 2025, following the acquisition, we financed the San Ramon, California property with an $18.0 million fixed rate mortgage note (the “San Ramon Loan”).

The San Ramon Loan bears interest at a fixed rate of 5.90% per annum and matures on December 1, 2031.

The balance of the purchase price for this property was funded with a combination of cash on hand and borrowings under the Revolving Facility.

On May 3, 2024, we entered into the Third Amendment to the Credit Agreement.

Under the terms of the Third Amendment, we and the lenders agreed to reduce the borrowing capacity of the Revolving Facility to $350.0 million from $425.0 million, and to certain financial covenant changes, including a proportional reduction in the minimum unencumbered asset value that we must maintain to $500.0 million, from $600.0 million.

We do not expect the reduced commitment under the Revolving Facility to adversely impact the execution of our business plan, and the reduced commitment will modestly benefit us by lowering the unused fees we are obligated to pay to the lenders.

On May 16, 2024, we elected our option to extend the maturity of the Revolving Facility for 18 months from November 12, 2024 to May 12, 2026.

The non-recourse mortgage notes associated with the Arch Street Joint Venture are scheduled to mature on November 27, 2025, with one remaining option to extend the maturity for an additional 12 months until November 27, 2026.

On November 22, 2024, the Arch Street Joint Venture repaid $3.4 million of principal on the mortgage notes to satisfy the 60% maximum loan-to-value extension condition and effected the first 12-month loan extension option, which extended the maturity date of the mortgage notes to November 27, 2025.

As of December 31, 2024, there was $131.6 million outstanding under the mortgage notes and our proportionate share was $26.3 million.

The mortgage notes have a variable interest rate and during the 12-month extension term the spread on a SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York) loan is 2.60% per annum (increased from 1.60% per annum), and in the cased of a base rate loan, the spread is unchanged at 0.50% per annum.

The Arch Street Joint Venture has entered into an interest rate cap agreement that caps the SOFR rate at 5.50% per annum during the 12-month extension term.

We provided a member loan to the Arch Street Joint Venture of $1.4 million in connection with the partial repayment of the Arch Street Joint Venture mortgage notes to satisfy the maximum 60% loan-to-value extension condition.

(v) fund capital contributions to the Arch Street Joint Venture;

(vi) fund new acquisitions and (vii) extend, refinance or repay debt at or prior to maturity.

We believe that our principal sources of short-term liquidity, which are our cash and cash equivalents on hand, cash flows from operations, proceeds from real estate dispositions, and borrowings under the New Revolving Facility are sufficient to meet our liquidity needs for the next twelve months.

As of December 31, 2025, we had $22.4 million of cash and cash equivalents and $123.0 million of borrowing capacity (on a pro forma basis assuming closing of the refinancing of the Original Revolving Facility with the New Revolving Facility as of December 31, 2025.

The non-recourse mortgage notes associated with the Arch Street Joint Venture were scheduled to mature on November 27, 2025, subject to one remaining one-year borrower option to extend the maturity until November 27, 2026.

As of December 31,

2025, there was $128.8 million outstanding under the mortgage notes and our proportionate share was $25.8 million.

The Arch Street Joint Venture exercised the extension option during September 2025.

However, in order to extend the debt, the Arch Street Joint Venture is required to make an approximately $16.0 million prepayment of loan principal outstanding to satisfy the 60% loan-to-value extension condition.

Due to capital constraints of our joint venture partner, the joint venture has been unable to make this prepayment.

The loan was temporarily extended until February 26, 2026 and the joint venture remains in discussions with the lenders about next steps which may include an additional short-term extension and restructuring of the debt with a lender excess cash flow sweep and the requirement to sell one or more properties and utilize the net proceeds to prepay principal outstanding under the debt.

We cannot provide any assurance that the Arch Street Joint Venture will be able to satisfy the loan-to-value condition or otherwise extend or refinance this debt obligation or that the lenders will not seek to enforce their remedies due to the existing payment default.

The Arch Street Joint Venture mortgage notes have a variable interest rate and the spread on a SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York) loan is 2.60%, and the spread on a base rate loan is 0.50%.

During November 2024, we provided a member loan to the Arch Street Joint Venture of $1.4 million in connection with the partial repayment of the Arch Street Joint Venture mortgage notes to satisfy the maximum 60% loan-to-value extension condition.

During February 2025, we made an additional member loan of $8.3 million to fund leasing costs related to a lease extension that was completed for one of the properties in the Arch Street Joint Venture portfolio.

Interest and principal are payable monthly solely out of the excess cash from the joint venture after payment of property operating expenses, interest and principal on the Arch Street mortgage notes and other joint venture expenses and excess proceeds from the sale of any of the joint venture properties.

Our member loan to the Arch Street Joint Venture is legally entitled to receive interest at 15% and is non-recourse and unsecured, structurally subordinate to the Arch Street Joint Venture mortgage notes and matures on November 27, 2026.

However, interest and principal are payable monthly solely out of the excess cash from the joint venture after payment of property operating expenses, interest and principal on the Arch Street mortgage notes and other joint venture expenses and excess proceeds from the sale of any of the joint venture properties.

Due to the uncertainties with regard to recovery of our Arch Street Joint Venture investments, we recorded an other-than-temporary impairment loss on our investment in the Arch Street Joint Venture, thereby reducing the carrying value of our investment to zero, and recorded a loan loss reserve of $5.9 million against our $6.6 million member loan to the Arch Street Joint Venture during the year ended December 31, 2025.

Beginning in 2026, we will record management fees from the Arch Street Joint Venture and interest income on the member loan on a cash basis rather than accrual basis.

Our principal liquidity needs beyond the next twelve months are to:

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and (iv) fund new acquisitions.

We generally believe we will be able to satisfy these liquidity needs by a combination of cash flows from operations, borrowings under the Revolving Facility, proceeds from real estate dispositions, new borrowings such as bank term loans or other secured or unsecured debt, and issuances of equity securities.

We generally believe we will be able to satisfy these liquidity needs by a combination of cash flows from operations, borrowings under the New Revolving Facility, proceeds from real estate dispositions, new borrowings such as bank term loans or other secured or unsecured debt, and issuances of equity securities.

We believe we will be successful in either repaying or refinancing our debt obligations at or prior to maturity, but we cannot provide any assurance we will be able to do so.

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Credit Agreements

As of December 31, 2024, we had $492.0 million of total consolidated debt outstanding, consisting of a $355.0 million fixed rate mortgage note collateralized by 19 properties (the “CMBS Loan”), $119.0 million borrowed under our $350.0 million senior revolving credit facility (the “Revolving Facility”) and an $18.0 million fixed rate mortgage note on the San Ramon, California property we acquired in September 2024 (the “San Ramon Loan”).

As of December 31, 2025, we had $465.0 million of total consolidated debt outstanding, consisting of a $355.0 million fixed rate mortgage note collateralized by 19 properties (the “CMBS Loan”), $92.0 million borrowed under the Original Revolving Facility and an $18.0 million fixed rate mortgage note secured by our San Ramon, California property (the “San Ramon Loan”).

The following is a summary of the interest rate and scheduled maturities of our consolidated debt obligations as of December 31, 2025 (in thousands):

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Total 2026 2027 Thereafter

Credit facility revolver (2)

Original Revolving Facility (2) (3)

7.01% 0.4 $ 92,000 $ 92,000 $ — —

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(2) Includes interest rate margin of 3.25% plus SOFR adjustment of 0.10%.

As of December 31, 2024, a total of $60.0 million of the debt outstanding under the Revolving Facility was subject to interest rate collar agreements to hedge against interest rate volatility.

Under the agreements, the benchmark rate for the Revolving Facility will float between 5.50% per annum and 4.20% per annum on $25.0 million, and 5.50% per annum and 4.035% per annum on $35.0 million, effective from November 13, 2023 until May 12, 2025.

(3) Includes $355.0 million securitized mortgage note secured by 19 of our properties which bears interest at a fixed rate of 4.971% per annum and matures on February 11, 2027.

Also includes $18.0 million fixed rate mortgage note entered into on November 7, 2024 and secured by the San Ramon, California property which the Company acquired in September 2024, which bears interest at a fixed rate of 5.90% per annum and matures on December 1, 2031.

As of December 31, 2025, a total of $75.0 million of the debt outstanding under the Original Revolving Facility was subject to an interest rate collar agreement to hedge against interest rate volatility.

As described below, the interest rate margin under the New Revolving Facility is 2.75% with no SOFR adjustment.

(3) During February 2026, the Company entered into the New Revolving Facility.

(4) Includes $355.0 million securitized mortgage note secured by 19 of our properties which bears interest at a fixed rate of 4.971% and matures on February 11, 2027.

During February 2026, the Company entered into an amendment to the CMBS Loan which among other things extended the maturity date two years until February 11, 2029, subject to two borrower extension options for an aggregate of 18 months until August 11, 2030.

Also includes $18.0 million fixed rate mortgage note secured by the San Ramon, California property, which bears interest at a fixed rate of 5.90% and matures on December 1, 2031.

(5) Does not include non-recourse mortgage notes associated with the Arch Street Joint Venture of $128.8 million, of which our proportionate share was $25.8 million as of December 31, 2025.

Credit Agreement Obligations

In connection with the Separation and the Distribution, on November 12, 2021, we, as parent, and Orion OP, as borrower, entered into (i) a credit agreement (the “Credit Agreement”) providing for a three-year, $425.0 million senior revolving credit facility (the “Revolving Facility”), including a $25.0 million letter of credit sub-facility, and a two-year, $175.0 million senior term loan facility (the “Term Loan Facility”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders and issuing banks party thereto and (ii) a credit agreement (the “Bridge Credit Agreement”) providing for a six-month, $355.0 million senior bridge term loan facility (the “Bridge Facility”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.

In February 2022, as further described below, we refinanced the Bridge Facility in full with the $355.0 million CMBS Loan (defined below), and the Bridge Credit Agreement was terminated.

In June 2023, as further described below, the Term Loan Facility was repaid and retired with borrowings under the Revolving Facility.

We have entered into three amendments to the Credit Agreement.

The purpose of the first amendment entered into in December 2022 was to change the benchmark rate for borrowings under the Credit Agreement from LIBOR (the London interbank offered rate as administered by the ICE Benchmark Administration) to SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York).

The purpose of the second amendment entered into in June 2023 was to repay and retire $175.0 million of outstanding borrowings under the Term Loan Facility with borrowings from the Revolving

Facility (which was undrawn at the time of the second amendment), provide us with the option to extend the maturity of the Revolving Facility for an additional 18 months to May 12, 2026 from November 12, 2024 and to effect certain other modifications.

On May 16, 2024, we elected our option to extend the maturity of the Revolving Facility.

As described above, on May 3, 2024, we entered into the Third Amendment, which resulted in a permanent $75.0 million reduction in the capacity of the Revolving Facility to $350.0 million, while making a proportional reduction in the minimum value of the unencumbered asset pool required under the Credit Agreement and certain other modifications to financial covenants.

The interest rate applicable to the loans under the Revolving Facility may be determined, at the election of Orion OP, on the basis of Daily Simple SOFR, Term SOFR or a base rate, in the case of a SOFR loan, plus a SOFR adjustment of 0.10% per annum, and in the case of a SOFR loan or a base rate loan, plus an applicable margin of 3.25% for SOFR loans and 2.25% for base rate loans.

Loans under the Revolving Facility may be prepaid and reborrowed, and unused commitments under the Revolving Facility may be reduced, at any time, in whole or in part, by Orion OP, without premium or penalty (except for SOFR breakage costs).

In December 2022, we entered into interest rate swap agreements with an aggregate notional amount of $175.0 million, which effectively fixed the interest rate on $175.0 million of principal under the Revolving Facility at 3.92% per annum until November 12, 2023.

Upon the scheduled expiration of the interest rate swap agreements, we entered into interest rate collar agreements on a total notional amount of $60.0 million to hedge against interest rate volatility on the Revolving Facility.

To the extent that amounts under the Revolving Facility remain unused, Orion OP is required to pay a quarterly commitment fee on the unused portion of the Revolving Facility in an amount equal to 0.25% per annum of the unused portion of the Revolving Facility.

The Revolving Facility is guaranteed pursuant to a guaranty by us and, subject to certain exceptions, substantially all of Orion OP’s existing and future subsidiaries (including substantially all of its subsidiaries that directly or indirectly own unencumbered real properties), other than certain joint ventures and subsidiaries that own real properties subject to certain other indebtedness (such subsidiaries of Orion OP, the “Subsidiary Guarantors”).

The Revolving Facility is secured by, among other things, first priority pledges of the equity interests in the Subsidiary Guarantors.

As of December 31, 2025, $92.0 million of principal was outstanding under the Original Revolving Facility, which was scheduled to mature on May 12, 2026.

On February 18, 2026, the Company, as parent, and Orion OP, as borrower, entered into a credit agreement for the New Revolving Facility.

The credit agreement for the New Revolving Facility includes the following terms and conditions, among others:

• The Original Revolving Facility has been terminated and the indebtedness thereunder has been discharged and paid in full with borrowings under the New Revolving Facility.

As of March 5, 2026, the Company had $127.0 million of outstanding borrowings and $88.0 million of additional borrowing capacity under the New Revolving Facility.

• The lenders have agreed to make revolving loans in an aggregate principal balance of up to $215.0 million to Orion OP (a reduction in the lenders’ commitment from $350.0 million pursuant to the Original Revolving Facility).

Consistent with the Original Revolving Facility, proceeds from the New Revolving Facility may be used for general corporate purposes and loans under the New Revolving Facility may be prepaid and reborrowed, and unused commitments under the New Revolving Facility may be reduced, at any time, in whole or in part, by Orion OP, without premium or penalty (except for SOFR breakage costs).

• The maturity date of the New Revolving Facility is February 18, 2028, subject to Orion OP’s right to further extend the maturity date for two additional option periods of six months each, upon satisfaction of certain conditions.

• The interest rate applicable to the loans under the New Revolving Facility may be determined, at the election of Orion OP, on the basis of Daily Simple SOFR, Term SOFR or a base rate, plus an applicable margin of 2.75% for SOFR loans and 1.75% for base rate loans (representing a 50-basis point reduction in the applicable margins under the Original Revolving Facility and the 10-basis point SOFR adjustment under the Original Revolving Facility has been eliminated).

To the extent that amounts under the New Revolving Facility remain unused, consistent with the Original

Revolving Facility, Orion OP is required to pay a quarterly commitment fee on the unused portion of the New Revolving Facility in an amount equal to 0.25% of the unused portion of the New Revolving Facility.

• Orion OP and the Company have agreed to grant the lenders first priority mortgages and deeds of trust on a pool of 28 of the Company’s properties and on any additional properties acquired in the future by the Company and approved by the administrative agent (the “Collateral Properties”), and to provide other customary collateral associated with a first lien on commercial office properties.

Collateral Properties may only be released from the applicable lien in connection with a sale of such property to a third party or qualified financing and 100% of the net cash proceeds must be applied to repay borrowings under the New Revolving Facility.

• Consistent with the Original Revolving Facility, Orion OP’s borrowings are also secured by, among other things, first priority pledges of the equity interest in our subsidiaries that own the Collateral Properties (the “Subsidiary Guarantors”).

• Consistent with the Original Revolving Facility, Orion OP’s borrowings under the New Revolving Facility are guaranteed pursuant to a guaranty by each of the Company, Orion Properties Holdings I LLC and the Subsidiary Guarantors.

• Orion OP and the lenders agreed that the financial covenants set forth below must be satisfied by Orion OP under the New Revolving Facility.

◦ The ratio of total debt to total asset value must be not more than 0.60 to 1.00.

◦ The ratio of adjusted EBITDA to fixed charges must be not less than 1.50 to 1.00.

◦ Orion OP’s consolidated tangible net worth must be not less than $740.6 million plus 75% of the net proceeds from any equity offering after the date of the New Revolving Facility.

◦ Collateral Property Availability must be at least $215.0 million.

For this purpose, Collateral Property Availability means 60% of the aggregate as-is appraised value of all Collateral Properties.

◦ Collateral Property Debt Yield must be at least 13%.

• Consistent with the Original Revolving Facility, the New Revolving Facility requires that Orion OP comply with various covenants, including covenants restricting, subject to certain exceptions, liens, investments, mergers, asset sales and the payment of certain dividends.

If, on any day, Orion OP has unrestricted cash and cash equivalents in excess of $25.0 million (excluding amounts that are then designated for application or use and are subsequently used for such purposes within 30 days), Orion OP will use such excess amount to prepay loans under the New Revolving Facility, without premium or penalty and without any reduction in the lenders’ commitment under the New Revolving Facility.

Consistent with the Original Revolving Facility, the New Revolving Facility includes customary representations and warranties of the Company and Orion OP, which must be true and correct in all material respects as a condition to future extensions of credit under the New Revolving Facility.

The New Revolving Facility also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of Orion OP under the New Revolving Facility to be immediately due and payable and foreclose on the collateral securing the New Revolving Facility.

We entered into interest rate collar agreements on a total notional amount of $60.0 million to hedge against interest rate volatility on the Original Revolving Facility.

Under the agreements, the benchmark rate for the Original Revolving Facility floated between no higher than 5.50% and no lower than 4.20% on $25.0 million, and no higher than 5.50% and no lower than 4.035% on $35.0 million, effective from November 13, 2023 until May 12, 2025.

Upon the scheduled expiration of the interest rate collar agreements, the Company entered into an interest rate collar agreement to hedge against interest rate volatility on the Original Revolving Facility and subsequently the New Revolving Facility.

As of December 31, 2025, the weighted average effective interest rate of the Original Revolving Facility was 7.01%.

Revolving Facility Covenants

The Revolving Facility requires that Orion OP comply with various covenants, including covenants restricting, subject to certain exceptions, liens, investments, mergers, asset sales and the payment of certain dividends.

Pursuant to the second amendment described above, if, on any day, Orion OP has unrestricted cash and cash equivalents in excess of $25.0 million (excluding amounts that are then designated for application or use and are subsequently used for such purposes within 30 days), Orion OP will use such excess amount to prepay loans under the Revolving Facility, without premium or penalty and without any reduction in the lenders’ commitment under the Revolving Facility.

In addition, the Revolving Facility requires that Orion OP satisfy certain financial covenants.

The following is a summary of financial covenants for the Company’s Revolving Facility and the Company’s compliance therewith as of December 31, 2024, as calculated per the terms of the Credit Agreement, giving effect to the modifications pursuant to the second and third amendment described above.

The New Revolving Facility requires that Orion OP satisfy certain financial covenants.

The table that follows summarizes the financial covenants for the Company’s New Revolving Facility, and the Company’s compliance therewith as of December 31, 2025 as calculated per the terms of the credit agreement.

These calculations are presented to show the Company’s compliance with the financial covenants and are not measures of the Company’s liquidity or performance.

Revolving Facility Financial Covenants Required December 31, 2024

The Original Revolving Facility has been terminated and replaced by the New Revolving Facility, and therefore the financial covenants under the Original Revolving Facility are no longer relevant or applicable.

New Revolving Facility Financial Covenants Required December 31, 2025

Ratio of total indebtedness to total asset value ≤ 60% 42.8%

Ratio of adjusted EBITDA to fixed charges ≥ 1.5x 2.38x

Ratio of secured indebtedness to total asset value ≤ 40% 31.1%

Ratio of unsecured indebtedness to unencumbered asset value ≤ 60% (1)

Ratio of unencumbered adjusted NOI to unsecured interest expense ≥ 2.00x 5.1x

Unencumbered asset value ≥ $500.0 million $753.7 million

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(1) Pursuant to the second amendment described above, if the ratio of unsecured debt to unencumbered asset value exceeds 35% as of the end of two consecutive fiscal quarters, Orion OP will be required, within 90 days and subject to cure rights, to grant the administrative agent a first priority lien on all the properties included in the pool of unencumbered assets (other than properties identified for disposition by us so long as such properties are sold within one year of such identification).

As of December 31, 2024, Orion OP was in compliance with these financial covenants.

The Revolving Facility includes customary representations and warranties of us and Orion OP, which must be true and correct in all material respects as a condition to future extensions of credit under the Revolving Facility.

The Revolving Facility also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of Orion OP under the Revolving Facility to be immediately due and payable and foreclose on the collateral securing the Revolving Facility.

Consolidated tangible net worth ≥ $740.6 million $987.3 million

Collateral property availability ≥ $215.0 million $289.3 million

Collateral property debt yield ≥ 13% 23.8%

As of December 31, 2025, Orion OP was in compliance with the financial covenants for the New Revolving Facility.

On February 10, 2022, certain indirect subsidiaries of the Company (the “Mortgage Borrowers”) obtained a $355.0 million fixed rate mortgage note (the “CMBS Loan”) from Wells Fargo Bank, National Association (together with its successor, the “Lender”), which is secured by the Mortgage Borrowers’ fee simple or ground lease interests in 19 properties owned indirectly by the Company (collectively, the “Mortgaged Properties”).

During March 2022, Wells Fargo effected a securitization of the CMBS Loan.

The CMBS Loan bears interest at a fixed rate of 4.971% per annum and matures on February 11, 2027.

The CMBS Loan requires monthly payments of interest only and all principal is due at maturity.

The proceeds of the CMBS Loan were used to repay the Bridge Facility.

Upon closing of the CMBS Loan, the Mortgage Borrowers funded $35.5 million of loan reserves primarily for future rent concessions and tenant improvement allowances under the leases with respect to the 19 Mortgaged Properties.

These amounts, as well as the transaction expenses incurred in connection with the CMBS Loan, were funded with cash on hand and borrowings under the Company’s Revolving Facility.

During the year ended December 31, 2024, the Mortgage Borrowers funded an additional $9.4 million of loan reserves for future rent concessions and tenant improvement allowances agreed to as part of the extension of one of the leases in the CMBS collateral pool.

The CMBS Loan bears interest at a fixed rate of 4.971% and upon issuance was scheduled to mature on February 11, 2027.

The CMBS Loan requires monthly payments of interest only and, except as described below under “Loan Extension and Modification Agreement”, all principal is due at maturity.

The CMBS Loan is secured by, among other things, first priority mortgages and deeds of trust granted by the Mortgage Borrowers and encumbering the Mortgaged Properties.

The CMBS Loan is generally not freely prepayable by the Mortgage Borrowers without payment of certain prepayment premiums and costs.

The CMBS Loan may be prepaid in whole, but not in part, except as provided in the loan agreement governing the CMBS Loan (the “CMBS Loan Agreement”), at any time, subject to the payment of a yield maintenance premium and the satisfaction of other terms and conditions set forth in the CMBS Loan Agreement.

Further, releases of individual properties are permitted in connection with an arm’s length third party sale upon repayment of the Release Price (as defined in the CMBS Loan Agreement) for the applicable individual property and subject to payment of the applicable yield maintenance premium and the satisfaction of other terms and conditions set forth in the CMBS Loan Agreement.

The CMBS Loan may be prepaid in full without premium or penalty beginning in May 2026 (nine months prior to maturity).

The CMBS Loan Agreement also contains customary cash management provisions, including certain trigger events (such as failure of the Mortgage Borrowers to satisfy a minimum debt yield test of 8.0%) which allow the Lender to retain any excess cash flow as additional collateral for the Loan, until such trigger event is cured.

In connection with the CMBS Loan Agreement, the Company (as the guarantor) delivered a customary non-recourse carveout guaranty to the Lender (the “Guaranty”), under which the Company guaranteed the obligations and liabilities of the Mortgage Borrowers to the Lender with respect to certain non-recourse carveout events and the circumstances under which the CMBS Loan will be fully recourse to the Mortgage Borrowers, and which includes requirements for the Company to maintain a

net worth of no less than $355.0 million and liquid assets of no less than $10.0 million, in each case, exclusive of the values of the collateral for the CMBS Loan.

The CMBS Loan may be prepaid in whole, but not in part, at any time, upon the satisfaction of certain terms and conditions set forth in the loan agreement governing the CMBS Loan (the “CMBS Loan Agreement”).

Further, releases of individual properties are permitted in connection with an arm’s length third party sale upon repayment of the Release Price (as defined in the CMBS Loan Agreement) for the applicable individual property and subject to the satisfaction of other terms and conditions set forth in the CMBS Loan Agreement.

Pursuant to the Loan Modification Agreement described below, the lender is entitled to 100% of the net proceeds of any sale to prepay the outstanding principal balance of the CMBS Loan.

As of December 31, 2025, the Company was in compliance with these financial covenants.

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The CMBS Loan Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the Lender to, among other things, declare the principal, accrued interest and other obligations of the Mortgage Borrowers to be immediately due and payable and foreclose on the Mortgaged Properties.

Loan Extension and Modification Agreement

On February 17, 2026, the Company, through certain of its subsidiaries (the “Mortgage Borrowers”), entered into a loan extension and modification agreement with the lender under the CMBS Loan (“Loan Modification Agreement”).

The Loan Modification Agreement includes the following terms and conditions, among others:

• The maturity date of the CMBS Loan has been extended two years until February 11, 2029, subject to two borrower extension options, with the first giving the Mortgage Borrowers the right to further extend the maturity date for an additional one year until February 11, 2030, and the second giving the Mortgage Borrowers the right to further extend the maturity date for an additional six months, until August 11, 2030, each upon satisfaction of certain conditions, including prepayment of the outstanding principal balance of the CMBS Loan by $2.5 million for the initial one-year additional extension and $10.0 million for the six-month additional extension.

• The fixed annual interest rate on the CMBS Loan of 4.971% is unchanged during all extension terms.

• Upon closing of the Loan Modification Agreement, the Mortgage Borrowers made a $2.05 million partial prepayment of the CMBS Loan.

• A new all-purpose reserve was established by the lender into which all existing tenant improvement, leasing commission and other borrower reserve amounts were funded (a total of $37.7 million on the loan modification date) and the Mortgage Borrowers deposited an additional $7.74 million into the all-purpose reserve which was funded from borrowings under the Original Revolving Facility and such borrowings were refinanced with borrowings under the New Revolving Facility.

• The all-purpose reserve will be used to pay leasing costs and capital expenditures associated with the 19 properties that serve as collateral for the CMBS Loan, as well as to pay any property operating expenses not otherwise fully covered by revenues from the 19 properties.

• The Mortgage Borrowers have agreed that until maturity, the lender will sweep all monthly excess cash flows from the 19 properties, after payment of interest and property operating expenses.

During the initial two-year extension period, the lender will apply one-half of such excess funds to prepay the outstanding principal balance of the CMBS Loan, and the other half to fund the all-purpose reserve.

During any additional extension period, the lender will apply 75% of such excess funds to prepay the outstanding principal balance of the CMBS Loan, and the remaining 25% of such excess funds to fund the all-purpose reserve.

The all-purpose reserve is subject to a cap of $15.0 million during the one-year additional extension period and $5.0 million during the six-month additional extension period.

If the reserve cap has been reached, all additional or excess amounts will be utilized to prepay the outstanding principal balance of the CMBS Loan.

• The Company agreed to certain additional obligations that are recourse to the Company pursuant to the non-recourse carveout Guaranty described above.

San Ramon Loan

On November 7, 2024, an indirect subsidiary of the Company (the “San Ramon Borrower”) obtained an $18.0 million fixed rate mortgage note (the “San Ramon Loan”) from RGA Americas Investments LLC (the “San Ramon Lender”) secured by the fee simple interest in the San Ramon, California property acquired in September 2024 (the “San Ramon Property”).

The San Ramon Loan bears interest at a fixed rate of 5.90% per annum and matures on December 1, 2031.

The San Ramon Loan bears interest at a fixed rate of 5.90% and matures on December 1, 2031.

The San Ramon Loan requires monthly payments of interest only and all principal is due at maturity and is generally not freely prepayable by the San Ramon Borrower until December 2026, and thereafter without payment of certain prepayment premiums and costs.

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The loan agreement governing the San Ramon Loan (the “San Ramon Loan Agreement”) includes customary representations, warranties and covenants of the San Ramon Borrower and the Company.

The San Ramon Loan Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the Lender to, among other things, declare the principal, accrued interest and other obligations of the San Ramon Borrower to be immediately due and payable and foreclose on the San Ramon Property.

The San Ramon Loan Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the Lender

to, among other things, declare the principal, accrued interest and other obligations of the San Ramon Borrower to be immediately due and payable and foreclose on the San Ramon Property.

Arch Street Warrants

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The holders of the Arch Street Warrants will also remain subject to the ownership limitations pursuant to our organizational documents.

Right of First Offer Agreement

In connection with the entry into the LLCA, we and the Arch Street Joint Venture entered into that certain Right of First Offer Agreement (the “ROFO Agreement”), dated November 12, 2021, pursuant to which, subject to certain limitations, we agreed not to acquire or purchase a fee simple or ground leasehold interest in any office real property, including by way of an acquisition of equity interests, within certain investing parameters without first offering the property for purchase to the Arch Street Joint Venture.

The ROFO Agreement expired on November 12, 2024.

Derivatives and Hedging Activities

During the year ended December 31, 2021, we entered into interest rate swap agreements with an aggregate notional amount of $175.0 million, effective on December 1, 2021 and terminating on November 12, 2023, which were designated as cash flow hedges, in order to hedge interest rate volatility.

During the year ended December 31, 2022, in connection with the transition of the benchmark rate for borrowings under the Credit Agreement from LIBOR to SOFR, we terminated the interest rate swap agreements that had been entered into during the year ended December 31, 2021, and entered into new interest rate swap agreements with an aggregate notional amount of $175.0 million, effective on December 1, 2022 and terminating on November 12, 2023, which were designated as cash flow hedges, to hedge interest rate volatility with respect to our borrowings under the Term Loan Facility.

These swap agreements remained in effect for the $175.0 million of borrowings under the Revolving Facility used to pay down the Term Loan Facility until November 12, 2023.

As of December 31, 2025 and December 31, 2024, we had outstanding derivative agreements with aggregate notional amounts of $75.0 million and $60.0 million, respectively, which were designated as cash flow hedges under U.S.

The interest rate derivative agreements comprise interest rate collar agreements entered into in order to hedge interest rate volatility with respect to the Company’s borrowings under the Original Revolving Facility.

Upon the scheduled expiration of the interest rate collar agreements, we entered into a new interest rate collar agreement to hedge against interest rate volatility on the Original Revolving Facility and subsequently the New Revolving Facility.

As of December 31, 2025, the weighted average effective interest rate of the Original Revolving Facility was 7.01%.

Distributions

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Declaration Date Record Date Paid Date Distributions Per Share

February 27, 2024 March 29, 2024 April 15, 2024 $0.10

March 4, 2025 March 31, 2025 April 15, 2025 $0.02

May 6, 2025 June 30, 2025 July 15, 2025 $0.02

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November 5, 2025 December 31, 2025 January 15, 2026 $0.02

This change in dividend policy will enable us to retain approximately $17.9 million of cash annually.

Our dividend policy is established at the discretion of the Company’s Board of Directors and the amount and timing of dividends will depend upon cash generated by operating activities, the Company’s business, financial condition, results of operations, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Company’s Board of Directors deems relevant.

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Universal Shelf Registration Statement

On November 2, 2022, the Company filed a universal shelf registration statement on Form S-3 (the “Universal Shelf”) with the SEC, and the Universal Shelf was declared effective by the SEC on November 14, 2022.

Pursuant to the Universal Shelf,

the Company is able to offer and sell from time to time in multiple transactions, up to $750.0 million of the Company’s securities, including through “at the market” offering programs or firm commitment underwritten offerings.

On November 10, 2025, the Company filed a new universal shelf registration statement on Form S-3 (the “Universal Shelf”), and the Universal Shelf was declared effective by the SEC on November 28, 2025.

Pursuant to the Universal Shelf, the Company is able to offer and sell from time to time in multiple transactions, up to $750.0 million of the Company’s securities, including through “at the market” offering programs or firm commitment underwritten offerings.

These securities may include shares of the Company’s common stock, shares of the Company’s preferred stock, depository shares representing interests in shares of the Company’s preferred stock, debt securities, warrants to purchase shares of the Company’s common stock or shares of the Company’s preferred stock and units consisting of two or more shares of common stock, shares of preferred stock, depository shares, debt securities and warrants.

In November 2022, the Company established, as part of its Universal Shelf, an “at the market” offering program for its common stock (the “ATM Program”).

Pursuant to the ATM Program, the Company may from time to time offer and sell shares of its common stock, having an aggregate offering price of up to $100.0 million.

Such offers or sales of shares of the Company’s common stock may be made in privately negotiated transactions, including block trades, brokers’ transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange, or through forward transactions under separate master forward sale confirmations and related supplemental confirmations for the sale of shares of the Company’s common stock on a forward basis.

As of December 31, 2024, we had not sold any shares of common stock pursuant to the ATM Program.

Net proceeds from the securities issued, if any, may be used for general corporate purposes, which may include funding capital expenditures and leasing costs at the Company’s properties and repaying outstanding indebtedness.

The Company has no immediate plans to issue any securities for capital raising purposes pursuant to the Universal Shelf or otherwise, but may utilize the ATM Program to satisfy future liquidity needs.

The Company has not established an “at the market” offering program under the Universal Shelf, although it may do so at any time in the future.

Share Repurchase Program

On November 1, 2022, the Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s outstanding common stock until December 31, 2025, as market conditions warrant (the “Share Repurchase Program”).

Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements.

The Share Repurchase Program does not obligate the Company to make any repurchases at a specific time or in a specific situation.

Repurchases are subject to prevailing market conditions, the trading price of the Company’s common stock, the Company’s liquidity and anticipated liquidity needs, financial performance and other conditions.

Shares of common stock repurchased by the Company under the Share Repurchase Program, if any, will be returned to the status of authorized but unissued shares of common stock.

The Company did not repurchase any shares under the Share Repurchase Program during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company repurchased approximately 0.9 million shares of common stock in multiple open market transactions, at a weighted average share price of $5.46 for an aggregate purchase price of $5.0 million.

As of December 31, 2024, the approximate dollar value of shares that remain available for repurchase under the Share Repurchase Program was $45.0 million.

The Company did not purchase any shares under the Share Repurchase Program during the year ended December 31, 2025, and the Share Repurchase Program expired by its terms on December 31, 2025.

While the Share Repurchase Program was active, the Company repurchased approximately 0.9 million shares of common stock in multiple open market transactions, at a weighted average share price of $5.46 for an aggregate purchase price of $5.0 million.

Cash Flow Analysis for the Year Ended December 31, 2025 and 2024

The following table summarizes the changes in cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023 (in thousands):

The following table summarizes the changes in cash flows for the periods indicated below (in thousands):

Year Ended December 31,

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Net cash provided by operating activities $ 23,576 $ 54,260 $ (30,684)

Net cash (used in) provided by investing activities $ (51,263) $ 5,289 $ (56,552)

Net cash provided by (used in) investing activities $ 16,780 $ (51,263) $ 68,043

Net cash used in financing activities $ (36,887) $ (3,025) $ 33,862

Net cash provided by operating activities decreased $34.8 million during the year ended December 31, 2024, compared to the same period in 2023, primarily due to a decrease in revenues and increase in property operating expenses as a result of property dispositions and vacancies, and net changes in accounts payable, accrued expenses and other liabilities, net, offset by net changes in accounts receivable, net and other assets, net.

Net cash from investing activities decreased $56.6 million during the year ended December 31, 2024, compared to the same period in 2023, primarily due to the acquisition of one real estate asset for $34.7 million, a decrease in proceeds from the sale of real estate assets of $16.0 million, an increase in capital expenditures and leasing costs of $4.1 million and origination of a member loan to the Arch Street Joint Venture of $1.4 million, offset by the payments received on notes receivable of $1.2 million.

Net cash used in financing activities decreased $89.5 million during the year ended December 31, 2024, compared to the same period in 2023, primarily due to proceeds from the San Ramon Loan of $18.0 million, net draws on the Revolving Facility of $3.0 million and payments of deferred financing costs of $1.3 million during the year ended December 31, 2024, compared to net repayments on the Revolving Facility of $59.0 million, payments of deferred financing costs of $5.7 million, and repurchases of common stock under the Share Repurchase Program of $5.0 million during the year ended December 31, 2023.

Net cash provided by operating activities decreased $30.7 million during the year ended December 31, 2025, compared to the same period in 2024, driven in part by the tenant at our Hopewell, New Jersey property entering a scheduled one-year rent concession period in December 2024, resulting in a decrease in cash revenue receipts of $10.8 million during the year ended December 31, 2025, compared to the same period in 2024.

The total abated rent for this one-year rent concession period was included in the reserves we had previously funded with the lender of the CMBS Loan and was released to us over the rent concession period.

The decrease in net cash provided by operating activities is also due to the decrease in revenues as a result of property dispositions and vacancies.

Net cash provided by (used in) investing activities increased $68.0 million during the year ended December 31, 2025, compared to the same period in 2024.

Net cash provided by investing activities during the year ended December 31, 2025 includes proceeds from the sale of real estate assets of $71.5 million, payments received on the Arch Street Joint Venture member loan of $3.1 million and on the seller financing note receivable of $2.5 million, offset by cash paid for capital expenditures and leasing costs of $51.7 million and the funding of an additional member loan of $8.3 million to the Arch Street Joint Venture.

Net cash used in investing activities during the year ended December 31, 2024 includes the acquisition of one real estate asset for $34.7 million, cash paid for capital expenditures and leasing costs of $22.6 million and the origination of a

member loan to the Arch Street Joint Venture of $1.4 million, offset by proceeds from the sale of real estate assets of $5.1 million, payments received on seller financing notes receivable of $1.2 million and distributions received from the Arch Street Joint Venture of $1.0 million.

Net cash used in financing activities increased $33.9 million during the year ended December 31, 2025, compared to the same period in 2024, primarily due to net repayments on the Original Revolving Facility of $27.0 million during the 2025 period, compared to net draws of $3.0 million during the 2024 period, and proceeds from the San Ramon Loan of $18.0 million in the 2024 period, offset by a decrease in distributions paid to stockholders of $13.4 million during the year ended December 31, 2025, compared to the same period in 2024 as a result of the change in cash dividend policy of $0.02 per share from $0.10 per share effective for the first quarter 2025, and payments of deferred financing costs of less than $0.1 million during the year ended December 31, 2025, compared to $1.3 million during the same period in 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis